SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2002
VERISIGN, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-23593 |
94-3221585 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 487 EAST MIDDLEFIELD ROAD, MOUNTAINVIEW, CA |
94043 | |
| (Address of principal executive offices) |
(Zip Code) |
(650) 961-7500
(Registrant’s telephone number, including area code)
Item 5: Other Events.
Adoption of Stockholder Rights Plan.
On September 24, 2002, the Board of Directors (the “Board”) of VeriSign, Inc. (the “Company”) declared a dividend of one stock purchase right (a “Right”) for each
outstanding share of common stock, par value $0.001 per share (the “Common Shares”), of the Company. The dividend is payable to stockholders of record on October 4, 2002 (the “Record Date”). In addition, one Right shall be issued
with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the Rights Agreement) or (ii) following the
Distribution Date and prior to the Redemption Date or Final Expiration Date, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company, which
options or securities were outstanding prior to the Distribution Date. The Rights will become exercisable only upon the occurrence of certain events specified in the Rights Agreement (the “Rights Agreement”) between the Company and Mellon
Investor Services LLC, as Rights Agent, including the acquisition of 15% of the Company’s outstanding common stock by a person or group. Each Right entitles the registered holder, other than an “acquiring person”, under specified
circumstances, to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $55.00 per one one-hundredth of a
Preferred Share, subject to adjustment. In addition, each Right entitles the registered holder, other than an “acquiring person”, under specified circumstances, to purchase from the Company that number of shares of the Company’s
Common Stock having a market value of two times the exercise price of the Right. The description and terms of the Rights are set forth in the Rights Agreement. A summary of the Rights and the Rights Agreement is included as Exhibit B to the Rights
Agreement, which is included as Exhibit 4.01 hereto.
A copy of the press release announcing the Rights Plan is
attached as an exhibit under Item 7(c) of this report.
Item 7: Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit Number |
Exhibit Title or Description | |
| 4.01 |
Rights Agreement dated September 27, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent,
which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the Form of Right Certificate.
(Incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on September 30, 2002.) | |
| 99.01 |
Press Release dated September 30, 2002.* |
* |
Filed herewith. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| VERISIGN, INC. | ||
| By: |
/s/ JAMES M.
ULAM | |
| James M. Ulam Senior Vice
President, General Counsel | ||
Date: September 30, 2002
3
Exhibit Index
| Exhibit Number |
Exhibit Title or Description | |
| 4.01 |
Rights Agreement dated September 27, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent,
which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the Form of Right Certificate.
(Incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on September 30, 2002.) | |
| 99.01 |
Press Release dated September 30, 2002.* |
* Filed herewith.
Exhibit 99.01
VERISIGN, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
For Immediate Release
MOUNTAIN VIEW, California (September 30, 2002)—VeriSign, Inc.
(NASDAQ: VRSN) today announced that its Board of Directors has adopted a stockholder rights plan designed to protect the long-term value of the Company for its stockholders during any future unsolicited acquisition attempt. The Rights plan is
designed to deter certain types of unfair takeover tactics and to prevent an acquiror from gaining control of VeriSign without offering a fair price to all of VeriSign’s stockholders. Adoption of the plan was not made in response to any
specific attempt to acquire VeriSign or its shares, and VeriSign is not aware of any current efforts to do so.
Under the plan, VeriSign’s Board of Directors declared a dividend of one stock purchase right for each share of VeriSign’s common stock outstanding on October 4, 2002. The rights will become exercisable only upon the
occurrence of certain events specified in the plan, including the acquisition of 15% of VeriSign’s outstanding common stock by a person or group. Each right entitles the holder, other than an “acquiring person,” to acquire shares of
VeriSign’s common stock at a 50% discount to the then prevailing market price. VeriSign’s Board of Directors may redeem outstanding rights at any time prior to a person becoming an “acquiring person,” at a price of $0.001 per
right. Prior to such time, the terms of the rights may be amended by VeriSign’s Board of Directors without the approval of the holders of the rights.
Details of the plan are outlined more fully in a letter that will be mailed to VeriSign’s stockholders as of the record date as well as VeriSign’s filings with the Securities and Exchange
Commission.
About VeriSign, Inc.
VeriSign, Inc. is the leading provider of digital trust services that enable everyone, everywhere to engage in commerce and communications with confidence. VeriSign’s digital trust services create
a trusted environment through four core offerings—Web presence services, security services, payment services, and telecommunications services—powered by a global infrastructure that manages more than five billion network connections and
transactions a day. Additional news and information about the company is available at http://www.verisign.com.
NOTE: VeriSign is a registered trademark of VeriSign, Inc. Other names may be trademarks of their respective owners.
CONTACT: media relations, Brian O’Shaughnessy, (650) 426-5270, or boshaughnessy@verisign.com, or investor relations, Steven Gatoff, (650) 426-4560, or gatoff@verisign.com, both of
VeriSign, Inc.